Exhibit 3(i).1
RESTATED
ARTICLES OF INCORPORATION
OF
RAYMOND
JAMES FINANCIAL, INC.
ARTICLE
I
Name
The name of this corporation shall
be: RAYMOND JAMES FINANCIAL, INC.
ARTICLE
II
Term of
Existence
The duration of this corporation is to
be perpetual.
ARTICLE
III
Purposes
The principal purposes of the
corporation shall be:
To engage in and carry on a general
securities brokerage and financial business.
To underwrite, subscribe for, buy,
sell, pledge, mortgage, hold and otherwise deal in stocks, bonds, obligations or
securities of any private or public corporation, government or municipality,
trusts, syndicates, partnerships or individuals and to do any other act or thing
permitted by law for the preservation, protection, improvement or enhancement of
the value of such shares of stock, bonds, securities or other obligations
including the right to vote thereon.
To undertake and carry on any business
transaction or operation commonly carried on or undertaken by capitalists,
promoters, financiers, contractors, merchants, commission men or
agents.
To promote or assist financially or
otherwise, corporations, syndicates, partnerships, individuals or associations
of all kinds and to give any guarantee in connection therewith for the payment
of money or for the performance of any obligation or undertaking.
To deal in shares, stocks, bonds,
notes, debentures, or other evidence of indebtedness or securities of any
domestic or foreign corporations, or mutual investment companies, either as
principal, or as agent or broker, or otherwise. To acquire by lease,
purchase, gift, devise, contract, concession, or otherwise, and to hold, own,
develop, explore, exploit, improve, operate, lease, enjoy, control, manage, or
otherwise turn to account, mortgage, grant, sell, exchange, convey, or otherwise
dispose of, wherever situated, within or without the State of Florida, any and
all real estate, lands, options, concessions, grants, land patents, franchises,
rights, privileges, easements, tenements, estates, hereditaments, interests, and
properties of every kind, nature and description whatsoever.
To acquire, and to make payment
therefore in cash or the stock or bonds of the corporation, or by undertaking or
assuming the obligations and liabilities of the transferor, or in any other way,
the good will, rights and property, the whole or any part of the assets,
tangible or intangible, and to undertake or assume the liabilities of, any
person, firm, association or corporation, to hold or in any manner dispose of
the whole or any part of the property so purchased, to conduct in any lawful
manner the whole or any part of the business so acquired and to exercise all of
the powers necessary or convenient for the conduct and management
thereof.
To adopt, apply for, obtain, register,
produce, take, purchase, exchange, lease, hire, acquire, secure, own, hold, use,
operate, contract, or negotiate for, take licenses or other rights in respect
of, sell, transfer, grant licenses and rights in respect of, manufacture under,
introduce, sell, assign, collect the royalties on, mortgage, pledge, create
liens upon, or otherwise dispose of, deal in, and turn to account, letters
patent, patents, patent rights, patents applied for or to be applied for,
trade-marks, trade names and symbols, distinction marks and indications of
origin or ownership, copyrights, syndicate rights, inventions, discoveries,
devices, machines, improvements, licenses, processes, data, and formulae of any
and all kinds granted by, or recognized under or pursuant to laws of the United
States of America, or of any other country or countries whatsoever, and with a
view to the working and development of the same, to carry on any business,
whether manufacturing or otherwise, which the corporation may think calculated,
directly or indirectly, to effectuate these objects.
To manufacture, purchase, or otherwise
acquire, hold, own, sell, assign, transfer, lease, exchange, invest in,
mortgage, pledge, or otherwise encumber or dispose of and generally deal and
trade in and with, both within and without the State of Florida, and in any part
of the world, goods, wares, merchandise, and property of every kind, nature and
description.
To enter into, make and perform
contracts of every kind and description with any person, firm, association or
corporation, municipality, body politic, country, territory, state, government
or colony or dependency thereof.
To borrow or raise money for any of the
purposes of the corporation, without limit as to amount, and in connection
therewith to grant collateral or other security either alone or jointly with any
other person, firm or corporation, and to make, execute, draw, accept, endorse,
discount, pledge, issue, sell or otherwise dispose of promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and other evidences of
indebtedness, negotiable or non-negotiable, transferable or non-transferable,
and to confer upon the holders of any of its obligations such powers, rights and
privileges as from time to time may be deemed advisable by the Board of
Directors, to the extent permitted under the General Corporation Law of the
State of Florida; to lend and advance money, extend credit, take notes, open
accounts and every kind and nature of evidence of indebtedness and collateral
security in connection therewith.
To purchase or otherwise acquire, hold,
sell, pledge, transfer or otherwise dispose of shares of its own capital stock,
provided that the funds or property of the corporation shall not be used for the
purchase of its own shares of capital stock when such use would cause any
impairment of the capital of the corporation and provided further, that shares
of its own capital stock belonging to the corporation shall not be voted upon
directly or indirectly.
To have one or more offices, conduct
and carry on its business and operations and promote its objects within and
without the State of Florida, in other states, the District of Columbia, the
territories, colonies and dependencies of the United States, and in foreign
countries, without restriction as to place or amount, but subject to the laws of
such state, district, territory, colony, dependency or country.
To engage in any other business or
businesses, whether related thereto or not, as may be approved by the Board of
Directors and which businesses are permitted by law.
In general to do any or all of the
things herein set forth to the same extent as natural persons might or could do
and in any part of the world, as principals, agents, contractors, trustees, or
otherwise, within or without the State of Florida, either alone or in company
with others, and to carry on any other business in connection therewith, whether
manufacturing or otherwise, and to do all things not forbidden, and with all the
powers conferred upon corporations by the laws of the State of
Florida.
It is the intention that each of the
objects, purposes and powers specified in each of the paragraphs of this third
article of this Certificate of Incorporation shall, except where otherwise
specified, be nowise limited or restricted by reference to or inference from the
terms of any other paragraph or of any other article in this Certificate of
Incorporation, but that the objects, purposes and powers specified in this
article and in each of the articles or paragraphs of this Certificate shall be
regarded as independent objects, purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to restrict in any manner
the general terms and powers of this corporation, nor shall the expression of
one thing be deemed to exclude another, although it be of like
nature. The enumeration of objects or purposes herein shall not be
deemed to exclude or in any way limit by inference any powers, objects, or
purposes which this corporation is empowered to exercise, whether expressly by
force of the laws of the State of Florida, now or hereafter in effect, or
implied by any reasonable construction of said law.
ARTICLE
IV
Stock
Clause
Shares
Authorized. (A)
The aggregate number of shares of stock which this corporation shall have
authority to issue shall be three hundred fifty million (350,000,000) shares of
common stock, each with a par value of one cent ($.01) and ten million
(10,000,000) shares of preferred stock, each with a par value of ten cents
($.10).
(B) The
Preferred Stock may be created and issued from time to time in one or more
series with such designations, preferences, limitations, conversion rights,
dividend rights, redemption provisions, cumulative, relative, participating,
optional or other rights, including voting rights, qualifications, limitations
or restrictions thereof as determined by the Board of Directors of the
corporation, and set forth in the resolution or resolutions providing for the
creation and issuance of the stock in such series. Shares of one
class or series of the corporation's capital stock may be issued through a stock
dividend or stock split on shares of another class or series of the
corporation's capital stock. In addition to the right to establish
one or more such series of Preferred Stock, the Board of Directors shall have
full authority to increase or decrease the number of shares of Preferred Stock
designated for any series.
ARTICLE
V
Vote to Effect Business
Combination
The affirmative vote of two-thirds
(2/3) of all the shares outstanding and entitled to vote shall be required to
approve any of the following:
(a). any
merger or consolidation of the corporation with or into any other
corporation;
(b). any
share exchange in which a corporation, person, or entity acquires the issued or
outstanding shares of stock of this corporation pursuant to a vote of
stockholders;
(c). any
sale, lease, exchange or other transfer of all, or substantially all, of the
assets of this corporation to any other corporation, person or
entity;
(d). any
transaction similar to, or having a similar effect as, any of the foregoing
transactions.
Such affirmative vote shall be in lieu
of the vote of stockholders otherwise required by law.
ARTICLE
VI
Pre-Emptive
Rights
No holder of any shares of stock of the
corporation shall have any pre-emptive rights whatsoever to subscribe for or
acquire additional shares of the corporation of any class, whether such shares
shall be hereby or hereafter authorized; and no holder of shares shall have any
right to subscribe to or acquire any shares which may be held in the treasury of
the corporation; nor shall any holder have a right to subscribe to or acquire
any bonds, certificates of indebtedness, debentures or other securities
convertible into stock, or carrying any right to purchase stock. All
such additional or treasury shares or securities convertible into stock or
carrying any right to purchase stock may be sold for such consideration, at such
time, on such terms and to such person or persons, firms, corporations or
associations as the Board of Directors may from time to time
determine.
ARTICLE
VII
Directors
A. Number
The business of the corporation shall
be managed by a Board of Directors. The number of directors shall be
fixed from time to time by resolution of the Board of Directors. No
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.
B. Interested
Directors
No contract or other transaction
between this corporation and any other corporation, whether or not a majority of
the shares of the capital stock of such other corporation is owned by this
corporation, and no act of this corporation, shall in any way be affected or
invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of, such
other corporation. Any director individually, or any firm of which
such director may be a member, may be a party to, or may be pecuniarily or
otherwise interested in, any contract or transaction of the corporation,
provided that the fact that he or such firm is so interested shall be disclosed
or shall have been known to the Board of Directors, or a majority
thereof. Any director of this corporation who is also a director or
officer of such other corporation, or who is so interested, may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
of this corporation that shall authorize such contract or transaction, and may
vote thereat to authorize such contract or transaction, with like force and
effect as if he were not such director or officer of such other corporation or
not so interested.
C. Authority to Make Long-Term
Employment Contracts
The Board of Directors may authorize
the corporation to enter into employment contracts with any executive officer
for periods longer than one year, and any charter or by-law provision for annual
election shall be without prejudice to the contract rights, if any, of any
executive officer under such contract.
D. Reliance on Corporation
Books
Each officer, director, or member of
any committee designated by the Board of Directors shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of
account or reports made to the company by any of its officials or by an
independent public accountant or by an appraiser selected with reasonable care
by the Board of Directors or by any such committee or in relying in good faith
upon other records of the company.
ARTICLE
VIII
Amendment
These Restated Articles of
Incorporation may be amended in the manner provided by law. Every
amendment shall be approved by the Board of Directors, proposed by them to the
stockholders, and approved at a stockholders’ meeting by a majority of the stock
entitled to vote thereon; provided, however, that the provisions set forth in
Article V may not be altered, amended or repealed unless such alteration,
amendment or repeal is approved by the affirmative vote of two-thirds (2/3) of
all of the shares outstanding and entitled to vote.
CERTIFICATE
OF
RESTATED
ARTICLES
OF INCORPORATION
OF
RAYMOND
JAMES FINANCIAL, INC.
The
undersigned officer of Raymond James Financial, Inc. (the “Company”) does hereby
certify that at a regular meeting of the Board of Directors of the Company held
on November 25, 2008, at which meeting a quorum was present and acting
throughout, the Board of Directors authorized the preparation and filing of the
Restated Articles of Incorporation of Raymond James Financial, Inc., in the form
annexed hereto;
I do
further certify that the Restated Articles of Incorporation does not contain any
amendments to the articles requiring approval by the shareholders of the
Company.
IN
WITNESS WHEREOF, I have executed this certificate for and on behalf of the
Company this 25th day of November, 2008.
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RAYMOND
JAMES FINANCIAL, INC.
By
Name: Kenneth
Armstrong
Title: Associate
General Counsel and Assistant Secretary
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